Item 1.01. Entry into a Material Definitive Agreement

On September 29, 2008, we entered into a subscription agreement with Carol McLeod, whereby we agreed to issue 4,000,000 shares of our common stock at a price of $0.05 per share to Carol McLeod for gross proceeds of $200,000.

Item 3.02. Unregistered Sales of Equity Securities

On September 29, 2008, we sold 4,000,000 shares of our company to one investor in a private placement at a price of $0.05 per share for proceeds of $200,000. The investor is the wife of an officer of our company and is not a U.S. person. In closing the private placement we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Regulation S promulgated thereunder.

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